Exhibit
10.2
Medicine Research and Development
Agreement
Party A:
Shaanxi Jiali Pharmaceuticals Co., Ltd
Party B:
Shaanxi Research Institution of Chinese Traditional
Medicines
Under this
Agreement, both Party A and Party B have come to terms in
accordance with the relevant regulations of Contracts Law to
research and develop and apply for production approval for five new
“Pediatric cold-curing medicines”: Xiaoer Kechuanling
Granule, Xiaoer Fuxiening Grunules, Xiaoer Digesting Tablet, Xiaoer
Kangganjiedu Grannules, and Xiaoer Jianpibuxue Granules.
Article 1
the Content of Technology Cooperation
The research and
development and the application of the production approval of the
five new “Pediatric cold-curing medicines”: Xiaoer
Kechuanling Granule, Xiaoer Fuxiening Grunules, Xiaoer Digesting
Tablet, Xiaoer Kangganjiedu Grannules, and Xiaoer Jianpibuxue
Granules.
Article 2 Fees of R & D Project
The initial
costs of R&D for five new products is 10 million RMB, and of
each one is 2 million RMB, including the fees of R&D,
laboratory, clinical trial, drafting application documents other
than the related fees caused during medicine approval application
process and plant trial-production material fees.
Article 3.
Technology Service Fees and Payment
Both parties
agree to the total amount of RMB10,000,000 for Technology Service
Fees, which Party A will pay to Party B by way of cash or bank
transfer. Schedule of fee payments Party A will pay to Party B are
as follows: RMB2,000,000 for start-up funds to be paid within five
working days upon execution of this agreement; RMB5,000,000 for
R&D fees to be paid within five working days upon the closing
of lab work and the receiving of the acceptance notice; and, the
balance of RMB3,000,000 for Project fees to be paid within five
working days of receiving the production certificate issued by
SFDA.
Article
4.The Major Obligations and Rights of Both Parties
I
. Obligations and Rights of Party
A
1. Party A shall provide the necessary
assistance as required by Party B. Party A will provide
the relevant certificates, raw materials, package
designation and other supplies as required on timely basis and
guarantee of quality. ›
2. Party A
shall provide the technology service fees on time according to the
agreements to guarantee the research work proceeds uninterrupted.
Party A will deliver to Party B an invoice for the service fees and
related R&D expense. Party A shall pay the fees according to
the R&D schedule.
3. Party A is responsible for the on-site
assessment of the related fees for the medicine administrative
examination and for the registration.
4. Party A is
responsible for the fees for the drug batched filing process and
for the trial production material.
II .
Major Obligations and Rights of Party B
1. In
accordance with the regulations of the Provisions for Drug
Registration , Party B is responsible for delivering the
research report and th
